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AWARE INC /MA/ Director's Dealing 2008

May 27, 2008

34571_dirs_2008-05-27_c7cf9a8d-7139-41b6-9003-ed367431d389.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (AWRE)
CIK: 0001015739
Period of Report: 2008-05-27

Reporting Person: KERR JOHN K (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-05-23 Stock Option (right to buy) $3.44 A 47500 Acquired 2018-05-23 Common Stock (47500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 693588 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $5.06 2017-02-12 Common Stock (36500) 36500 Direct
Stock Option (right to buy) $5.58 2010-02-22 Common Stock (21500) 21500 Direct
Stock Option (right to buy) $6.18 2015-02-16 Common Stock (27500) 27500 Direct
Stock Option (right to buy) $2.95 2014-09-08 Common Stock (15000) 15000 Direct
Stock Option (right to buy) $2.09 2013-06-02 Common Stock (40750) 40750 Direct
Stock Option (right to buy) $3.39 2012-07-05 Common Stock (10000) 10000 Direct
Stock Option (right to buy) $3.74 2011-09-21 Common Stock (10000) 10000 Direct
Stock Option (right to buy) $7.42 2011-07-19 Common Stock (10000) 10000 Direct
Stock Option (right to buy) $8.07 2011-05-17 Common Stock (10000) 10000 Direct
Stock Option (right to buy) $20.375 2010-10-18 Common Stock (5000) 5000 Direct
Stock Option (right to buy) $31.25 2010-01-14 Common Stock (5000) 5000 Direct
Stock Option (right to buy) $34.0625 2009-03-05 Common Stock (30000) 30000 Direct

Footnotes

F1: Vests in 8 equal quarterly installments on the last day of each quarter from June 30, 2008 through March 31, 2010.

F2: Vests in 16 equal quarterly installments on the last day of each quarter from March 31, 2007 through December 31, 2010.

F3: Vests in 16 equal quarterly installments on the last day of each quarter from March 31, 2006 through December 31, 2009.

F4: Vests in full on February 16, 2005.

F5: 50% vests on September 8, 2004, the remaining 50% vests in 8 equal quarterly installments of 6.25%, beginning as of December 31, 2004, until fully vested.

F6: Vests in 16 equal quarterly installments of 6.25%, beginning as of June 30, 2003, until fully vested.

F7: Vests in 16 equal quarterly installments of 6.25%, beginning as of September 30, 2002, until fully vested.

F8: Vests in 16 equal quarterly installments of 6.25%, beginning as of September 30, 2001, until fully vested.

F9: 25% vests on July 19, 2001, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.

F10: 50% vests on July 1, 2001, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested.

F11: Vests in 16 equal quarterly installments of 6.25%, beginning as of December 31, 2000, until fully vested.

F12: Vests in 16 equal quarterly installments of 6.25%, beginning as of March 31, 2000, until fully vested.

F13: Vests in full on March 5, 1999.